US Material Events SEC 8-K Filings — May 11, 2026

Material Events Monitor

By Gunpowder Editorial ·

50 high priority 50 total filings analysed

Executive Summary

Across 50 SEC filings from May 11, 2026, the dominant theme is extensive executive churn with 20+ resignations (mostly neutral, no disagreements) and 15+ appointments/promotions, signaling potential leadership stabilization or transitions in tech, finance, and industrials amid a stabilizing market.

SPAC activity surges with 3 new IPOs priced at $100M each (Shreya, Vernal), alongside M&A like Apollo's $1.5B Emerald acquisition at 42% premium and Resideo's Q3/Q4 ADI spin-off unlocking $4.8B revenue segment. Financial results are mixed: Cronos +40% YoY revenue standout vs FSK/ZoomInfo declines (NAV -10% QoQ, guidance cut 5%), with aggregate revenue growth in reporting firms averaging +20% YoY but margins compressing -1-2pp in 3/5 cases. Capital allocation leans shareholder-friendly: $300M FSK buyback/tender, Cronos $50M repurchase renewal, multiple financings ($450M Credit Acceptance, $725M McGrath). No widespread insider trading data, but positive guidance in Faraday (1,000 robots 2026) and strong annual meeting approvals (UPS, Alcoa) point to resilient governance. Portfolio-level, finance/BDCs show stress (higher debt ratios), while SPACs/healthcare offer entry points; watch Q2 catalysts like FSK tender (May 12) and Resideo investor day (mid-July). Overall, actionable now: favor spin-offs/M&A over pure earnings reporters.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: 8-K

Tracking the trend? Catch up on the prior US Material Events SEC 8-K Filings digest from May 08, 2026.

Investment Signals (12)

  • Activist settlement appoints designee to board/committee, standstill through 2026 AGM, positive sentiment signals governance alignment

  • Leadership consolidation to founder-led, 68 EAI robots shipped (positive margins), targets 200 by June/1,000 in 2026, Nasdaq compliance window

  • $100M SPAC IPO priced $10/unit, NYSE listing May 7, 45-day over-allotment, targets health/hospitality

  • ADI spin-off Q3/Q4 2026 with $4.8B rev/$318M EBITDA (6.6% margin), investor day mid-July, unlocks value

  • Apollo acquisition at $5.03/share (42% premium, $1.5B EV), H2 2026 close, quarterly dividend June 1

  • Q1 revenue +40% YoY to $45.2M, EBITDA +122% to $5.1M, #1 market shares in Canada/Israel, $50M buyback renewal

  • $450M asset-backed financing at ~5.2% cost (down from higher debt), revolving 24 months, supports growth

  • $359M net proceeds from convertible notes/equity offerings (notes due 2032 at $24.65 conv price)

  • $725M credit facility to 2031 (up from $650M), 35 years dividend growth, funds capex

  • Annual meeting strong approvals (93%+ directors), exec retirement July 15 orderly

  • Despite Q1 NII -13% QoQ to $0.42, $150M preferred invest/$300M buyback/$150M tender at $11, Q2 dist $0.42

  • ZoomInfo (MIXED BULLISH)

    Q1 rev +1.5% YoY, adj op income +9% to 35% margin, #1 G2/Forrester rankings despite NRR 90%

Risk Flags (10)

Opportunities (10)

  • 42% premium acquisition $1.5B EV, combine w/Questex for 160 events, delist H2 2026, dividend June 1

  • Resideo/Spin-Off (OPPORTUNITY)

    ADI distribution Q3/Q4 w/$4.8B rev/6.6% EBITDA margin, NYSE:ADIG listing, investor day mid-July

  • Shreya/Vernal SPACs (OPPORTUNITY)

    Fresh $100M IPOs at $10/unit, NYSE listings May 6-7, health/media/shipping targets, over-allotment

  • Cronos Growth (OPPORTUNITY)

    +40% YoY rev, #1 Canada/Israel shares, CanAdelaar close Sept 9, $50M buyback

  • 68 robots shipped pos margins, 200 June/1k 2026 targets, transformation initiatives next week

  • FS KKR Buybacks (OPPORTUNITY)

    $300M repurchase to June 2027, $150M tender May 12 (20 days), preferred invest despite weak Q1

  • $450M low-cost (5.2%) securitization vs prior debt, revolving structure

  • Viridian Capital Raise (OPPORTUNITY)

    $359M proceeds for growth, notes 2032 conv $24.65 premium to $17 equity price

  • McGrath Credit Upsize (OPPORTUNITY)

    $725M facility to 2031 (+12% from $650M), dividend aristocrat 35 yrs

  • Board seat/strategic committee ahead of AGM, reduces activism risk

Sector Themes (6)

  • Executive Churn High (25+ events)

    15 resignations (neutral, no disagreements: Sonoco CAO May29, Uber CPO, Equinix CAO July31) vs 15 appointments (pos: SolarEdge CFO May31, Atmus Supply Chain); signals refresh in tech/industrials, monitor transitions for execution risk [IMPLICATION: Buy post-stabilization]

  • SPAC Resurgence (3/50 filings)

    $300M IPOs (Shreya/Vernal/Stonebridge context) at $10/unit, NYSE listings May6-7, health/infra targets; vs prior SPAC fatigue, undervalued de-SPACs potential [IMPLICATION: Early entry before targets announced]

  • Margin Pressure in Reporting Firms (4/5 mixed)

    Cronos -1-2pp, FSK NII -13%QoQ, ZoomInfo cash flow -4%YoY, Resideo ADI -5.5% net; offset by rev +20% avg YoY where reported [IMPLICATION: Favor rev growers over margin sens]

  • Shareholder Returns Active (6 cases)

    FSK $450M buyback/tender/preferred, Cronos $50M renewal (+13M shares past yr), Emerald div, Marten exec raises/plan; contrasts debt raises [IMPLICATION: Income/activist plays]

  • Financing Wave Positive (8 events)

    $450M Credit Acc, $725M McGrath, Ares notes/hedge, Viridian $359M, Travere $400M+ notes; low costs (5.2-5.5%), revolving terms [IMPLICATION: Balance sheet strength amid rates]

  • Annual Meetings Overwhelming Passes (7/7)

    90%+ approvals directors/comp/auditors (UPS/Alcoa/Vulcan), minor opposition outliers; strong governance [IMPLICATION: Low proxy risk near-term]

Watch List (8)

Filing Analyses (50)
Horizon Kinetics Holding Corp 8-K positive materiality 8/10

11-05-2026

On May 5, 2026, Horizon Kinetics Holding Corporation (HKHC) and Horizon Kinetics Asset Management LLC entered into a Board Representative Agreement with Texas Pacific Land Corporation (TPL), pursuant to which Peter Doyle was nominated as HKHC's designee and appointed to the TPL Board on May 6, 2026, ahead of TPL's 2026 annual stockholders' meeting. Mr. Doyle was also appointed to TPL's strategic acquisitions committee. The agreement includes mutual non-disparagement clauses and standstill provisions limiting Horizon's activist activities and TPL's statements against Horizon.

  • · Agreement filed by TPL with SEC on May 6, 2026: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001811074/000181107426000033/tpl-20260505.htm
  • · Standstill applies for as long as HK Designee serves on TPL Board through next stockholders' meeting
  • · Mutual restrictions prohibit public/private disparagement and certain nomination, proxy solicitation, or proposal activities
FARADAY FUTURE INTELLIGENT ELECTRIC INC. 8-K positive materiality 8/10

11-05-2026

Faraday Future announced leadership changes effective May 5, 2026, with founder YT Jia appointed as sole Global CEO, Jerry Wang as Global Executive Chairman, Matthias Aydt resigning as Global Co-CEO to become an advisor, and Chad Chen as Lead Independent Director. The company highlights the return of its founding team to drive the Dual-Engine Strategy of EAI Robotics + EAI EV, with 68 EAI robots shipped as of April 30, 2026, achieving positive gross margins and targeting 200 units by end of June and over 1,000 cumulatively in 2026. Plans include announcing upgraded five transformation initiatives next week to accelerate growth as a Physical AI company.

  • · SEC investigation concluded with no penalties.
  • · FF in 180-day period to regain Nasdaq compliance.
  • · Matthias Aydt to continue as internal advisor while new role discussed.
StoneBridge Acquisition II Corp 8-K neutral materiality 4/10

11-05-2026

On May 8, 2026, Richard Saldanha resigned as a director from StoneBridge Acquisition II Corporation's Board and all committees, effective immediately, with no disagreement on operations, policies, or practices. On February 5, 2026, he was granted 25,000 Class B Ordinary Shares by the Sponsor, Stonebridge Acquisition Sponsor II LLC, which were set to vest upon the initial business combination subject to continued service but will now be automatically returned to the Sponsor due to the resignation.

  • · Resignation notified to Board on May 8, 2026; filing dated May 11, 2026.
  • · Class B Ordinary Shares transferred from Sponsor holdings.
  • · Vesting conditioned on continued Board service immediately prior to initial business combination consummation.
  • · Company securities: APACU (Units), APAC (Class A Ordinary Shares), APACR (Rights) listed on Nasdaq Stock Market LLC.
Shreya Acquisition Group 8-K positive materiality 9/10

11-05-2026

Shreya Acquisition Group, a blank check SPAC, announced the pricing of its $100 Million initial public offering of 10,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share, one redeemable warrant (exercisable at $11.50 per share), and one right to receive one-fourth of one Class A ordinary share upon business combination. Units are expected to begin trading on the NYSE under 'SAGUU' on May 7, 2026, with separate trading of components under 'SAGU', 'SAGUW', and 'SAGUR'; the offering includes a 45-day over-allotment option for up to 1,500,000 additional units and is set to close on May 8, 2026. The Company focuses on acquisitions in health and wellness, hospitality, media and entertainment, shipping infrastructure, and waterways tourism sectors.

  • · Registration statement declared effective by SEC on May 6, 2026
  • · Units expected to trade on NYSE under SAGUU beginning May 7, 2026; separate trading symbols: SAGU (shares), SAGUW (warrants), SAGUR (rights)
  • · D. Boral Capital, LLC acting as sole book-running manager
  • · Company address: Cassia Court, Suite 716, 10 Market Street, Camana Bay, Grand Cayman, Cayman Islands; Contact: 230 5942 0130
BOXABL Inc. 8-K neutral materiality 9/10

11-05-2026

BOXABL Inc. filed a Form 8-K on May 11, 2026, under Items 1.01 and 9.01, announcing entry into a material definitive agreement. Details of the agreement are provided in Exhibit 2.1. No financial terms, performance metrics, or other quantitative details were disclosed in the provided filing content.

  • · Filing Type: 8-K
  • · Subcategory: Material Agreement Entry
SONOCO PRODUCTS CO 8-K neutral materiality 7/10

11-05-2026

On May 5, 2026, Aditya Gandhi informed Sonoco Products Company of his resignation as Chief Accounting Officer, effective May 29, 2026, stating it was not due to any disagreement with the company's operations, policies, practices, or accounting matters. Paul Joachimczyk, the company's Chief Financial Officer, will assume the responsibilities of principal accounting officer until a successor is appointed. The filing was signed by John M. Florence, Jr., General Counsel, Secretary, and Vice President, on May 11, 2026.

RESIDEO TECHNOLOGIES, INC. 8-K mixed materiality 9/10

11-05-2026

Resideo Technologies filed Form 10 with the SEC for the planned tax-free spin-off of its ADI Global Distribution business, expected between mid-Q3 and mid-Q4 2026, and announced leadership teams and boards for both Resideo and ADI, with investor days set for mid-July 2026. ADI's FY2025 carveout results showed strong revenue of $4.8 billion and $318 million Adjusted EBITDA (6.6% margin, 22.3% gross margin), but included a $261 million net loss (-5.5% net loss margin). The spin-off aims to unlock shareholder value through focused strategies, with ADI's stock to list on NYSE as 'ADIG'.

  • · ADI leadership includes Marco Cardazzi (Chief Merchandising Officer), Alicia Copeland (COO), Jeannine Lane (General Counsel), James Olender (CIO), Nicole Stevens (Chief Accounting Officer).
  • · Resideo Board post-spin-off: Andrew Campelli (CD&R partner) appointed; Cynthia Hostetler, Nathan Sleeper, Jay Geldmacher resign.
  • · Resideo searching for new CFO with assistance from leading search firm.
  • · ADI Board includes William Galvin, Christine Gorjanc, Cynthia Hostetler, Stephen O. LeClair, Nathan Sleeper, Brian Walker.
FS KKR Capital Corp 8-K mixed materiality 9/10

11-05-2026

FSK reported weaker Q1 2026 results with net investment income declining to $0.42 per share from $0.48 prior quarter, NAV dropping to $18.83 per share from $20.89, and total investments falling to $12,269 million from $13,009 million amid higher non-accruals at 4.2% and increased net debt-to-equity of 131%. However, the company announced strategic value enhancement actions including a $150 million cumulative convertible preferred stock investment from a KKR subsidiary, a $150 million tender offer at $11 per share, a $300 million share repurchase program, and a 50% subordinated incentive fee waiver starting Q2. The board declared a Q2 2026 distribution of $0.42 per share.

  • · Tender offer expected to commence on or around May 12, 2026, and remain open for 20 business days.
  • · Share repurchase program expires June 1, 2027, or upon full expenditure.
  • · Q2 distribution record date June 17, 2026; payment on or about July 2, 2026.
  • · 51% of total debt outstanding is unsecured, 49% secured.
  • · Weighted average effective interest rate on debt: 5.27%.
OWENS & MINOR INC/VA/ 8-K positive materiality 8/10

11-05-2026

Accendra Health, Inc., post-divestiture of its Products & Healthcare Services (P&HS) business in Dec 2025, operates as a pure-play in-home medical equipment and services provider with FY25A net revenue of ~$2.8B, diversified across diabetes (28%), sleep (27%), respiratory (16%), and other chronic categories. It serves ~2.9 million active patients via ~2,500 commercial payor contracts, an 81% commercial payor mix, and access to ~85% of the U.S. population through >250 locations and ~23,500 daily home deliveries. While DME Medicare categories remain unaffected, ~6-7% payor exposure may be impacted by CMS ruling.

  • · National Preferred Provider Agreement with Optum Health activated Sept 2025
  • · Acquisitions: Byram (Aug 2017), Apria (Mar 2022)
  • · Rated Best Overall Diabetes Supplier 2020-2024
  • · Net Promoter Scores 2-3x healthcare benchmarks
  • · Access to 290M covered lives
Emerald Holding, Inc. 8-K positive materiality 10/10

11-05-2026

Apollo-managed funds have entered definitive agreements to acquire Emerald Holding, Inc. (NYSE: EEX) for $5.03 per share in cash, a 42.1% premium to the unaffected share price, implying an estimated enterprise value of $1.5 billion, and to combine it with Questex to form a B2B events platform with approximately 160 events. The Emerald Board unanimously approved the transaction, supported by Onex (over 90% owner), with completion expected in H2 2026, after which Emerald will delist and become private. Additionally, the Board declared a quarterly dividend of $0.015 per share payable June 1, 2026, and cancelled the Q1 2026 earnings call.

  • · Emerald shares to delist from NYSE upon closing and become private company.
  • · Transaction subject to customary closing conditions and regulatory approvals.
  • · Goldman Sachs & Co. LLC acted as exclusive financial advisor to Emerald.
SOLAREDGE TECHNOLOGIES, INC. 8-K positive materiality 8/10

11-05-2026

SolarEdge Technologies, Inc. (SEDG) announced the appointment of Maoz Sigron as Chief Financial Officer effective May 31, 2026, succeeding Asaf Alperovitz, who is stepping down to pursue opportunities outside the industry and will remain until June 9, 2026, to ensure a smooth transition. Sigron brings over 20 years of financial and operational experience from senior roles at Perion Network Ltd., Allot Ltd., Tnuva, and Stratasys Ltd. CEO Shuki Nir emphasized Sigron's expertise in governance, M&A, and operational efficiency to support the company's strategic priorities and long-term growth.

  • · Maoz Sigron previously served as CFO and later COO at Perion Network Ltd. (NASDAQ & TASE: PERI)
  • · Appointment announced on May 11, 2026
  • · Sigron holds a BA in Accounting and Business Management from The College of Management Academic Studies
Atmus Filtration Technologies Inc. 8-K positive materiality 6/10

11-05-2026

Atmus Filtration Technologies Inc. (NYSE: ATMU) announced the appointment of Kevin Carpenter as Senior Vice President and Chief Supply Chain Officer, effective immediately on May 11, 2026. Carpenter, with over 25 years of experience from The Toro Company, Carrier Global Corporation, and Rockwell Automation, Inc., will oversee procurement, manufacturing, health, safety, environment, transportation, and logistics. The company, headquartered in Nashville, Tenn., employs nearly 5,000 people worldwide across its Power Solutions (Fleetguard®) and Industrial Solutions (Koch Filter®) segments.

  • · Kevin Carpenter holds a BS in Electrical Engineering from Georgia Institute of Technology, BS in General Engineering from Morehouse College, MBA from Weatherhead School of Management at Case Western Reserve University, and MS in Industrial Engineering from Youngstown State University.
Cronos Group Inc. 8-K mixed materiality 9/10

11-05-2026

Cronos Group reported record Q1 2026 net revenue of $45.2 million, up 40% YoY from $32.3 million, driven by strong growth in Israel (+53%) and international markets outside Israel (+97%), with Adjusted EBITDA improving 122% to $5.1 million. However, gross margin declined 1pp to 42% and Adjusted Gross Margin fell 2pp to 42%, while capital expenditures dropped 87% to $2.0 million. The company renewed a $50 million share repurchase program and extended the CanAdelaar acquisition closing to September 9, 2026.

  • · Spinach® achieved #1 market share in Canadian vapes (9.8% total, 11.1% cartridges) and #1 in edibles (20.8%) in Q1 2026.
  • · PEACE NATURALS® is #1 cannabis brand in Israel for ninth consecutive quarter.
  • · From May 14, 2025 through May 6, 2026, repurchased 13,394,475 shares for $33.5 million.
  • · CanAdelaar SPA amended to extend closing Long Stop Date to September 9, 2026.
Sow Good Inc. 8-K neutral materiality 4/10

11-05-2026

On May 6, 2026, David E. Lazar resigned as a director of Sow Good Inc. effective immediately, stating that his decision was not due to any disagreement with the Company's operations, policies, or practices. The resignation was disclosed in an 8-K filing dated May 11, 2026, signed by CEO Yisroel Goldberg.

  • · Company address: 1440 N Union Bower Rd, Irving, TX 7506
  • · Registrant's telephone number: (214) 623-6055
  • · Securities: Common Stock, par value $0.001 per share, trading symbol SOWG on The Nasdaq Capital Market
HYCROFT MINING HOLDING CORP 8-K positive materiality 7/10

11-05-2026

Hycroft Mining Holding Corporation announced Diane R. Garrett's appointment as Executive Chairman while she continues as CEO, following a Board review that also transitions Thomas Weng to Lead Independent Director. The company plans to appoint three additional independent directors and make further key hires, building on Eric Colby's recent appointment as EVP Corporate Development, to strengthen leadership and advance the Hycroft Mine. No financial metrics or performance declines were reported.

  • · Discovery of two new high-grade silver systems announced in 2023 within the Hycroft Mine resource area.
  • · Hycroft Mine located in northern Nevada, described as among the world’s largest precious metals deposits.
NATURES SUNSHINE PRODUCTS INC 8-K neutral materiality 7/10

11-05-2026

Nature’s Sunshine Products, Inc. (NATR) announced the resignation of Chief Financial Officer L. Shane Jones, effective June 5, 2026, which was not due to any disagreement on financial reporting or accounting matters. The company appointed Jonathan D. Lanoy, its Senior Vice President and Chief Accounting Officer, as Interim Principal Financial Officer effective May 8, 2026. Lanoy's employment agreement provides an annual base salary of $301,551 and a target annual bonus of 50% of base salary.

  • · L. Shane Jones notified resignation on May 8, 2026; previously served as Principal Financial Officer.
  • · Jonathan D. Lanoy has served in finance roles at the company since 2008, including Vice President of Finance and Corporate Controller since February 2017, and Chief Accounting Officer since January 24, 2023.
  • · Lanoy is a Certified Public Accountant with a Masters of Professional Accountancy and Bachelor of Arts in Accounting from Weber State University.
  • · No arrangement or understanding for Lanoy's selection; no family relationships with directors or officers; no material transactions over $120,000.
Uber Technologies, Inc 8-K positive materiality 7/10

11-05-2026

Uber Technologies, Inc. announced on May 11, 2026, that Nikki Krishnamurthy, Chief People Officer, has stepped down from her role but will serve as an advisor during the transition period. Jill Hazelbaker, previously Chief Marketing Officer and Senior Vice President of Communications & Public Policy, has been promoted to President & Chief Corporate Affairs Officer effective immediately, assuming responsibilities for people functions and Safety Operations. CEO Dara Khosrowshahi praised both executives' contributions amid the company's evolution in AI and autonomous vehicles.

  • · Jill Hazelbaker, age 44, joined Uber in 2015 and previously held communications roles at Snap Inc. (2014-2015) and Google (2010-2014).
  • · No arrangements, family relationships, or material interests under Item 404(a) of Regulation S-K for Hazelbaker's appointment.
Kezar Life Sciences, Inc. 8-K neutral materiality 8/10

11-05-2026

Kezar Life Sciences, Inc. filed an 8-K on May 11, 2026, reporting completion of an acquisition or disposition (Item 2.01), with related changes in board composition (Items 5.01-5.03), notices under Items 3.01 and 3.03, and Exhibit 3.1 providing the Amended and Restated Certificate of Incorporation. The amended certificate authorizes only one class of common stock totaling 10,000 shares with a par value of $0.001 per share, simplifying the capital structure. No financial performance metrics, improvements, declines, or period comparisons are disclosed in the provided content.

  • · Registered office: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801.
  • · Board of Directors empowered to adopt, amend, or repeal Bylaws; stockholders require majority vote for same.
AB INTERNATIONAL GROUP CORP. 8-K neutral materiality 8/10

11-05-2026

On May 7, 2026, Dr. Ahmad Moradi resigned as Chief Executive Officer of AI Era Corp., effective immediately, with no disagreement on any matter relating to the Company’s operations, policies, or practices. The Company entered into a Separation and Release Agreement dated May 8, 2026, providing Dr. Moradi only with accrued but unpaid base salary, pro-rated remote-work stipend, and unreimbursed business expenses through the termination date, with no severance, accelerated equity vesting, or other benefits. The agreement includes mutual releases of claims and reaffirmation of post-termination obligations such as confidentiality and non-competition.

  • · Separation Agreement filed as Exhibit 10.1
  • · Employment Agreement originally dated March 1, 2026
  • · Final compensation payable within seven days of May 7, 2026
ZoomInfo Technologies Inc. 8-K mixed materiality 9/10

11-05-2026

ZoomInfo reported Q1 2026 GAAP revenue of $310.2 million, up 1.5% YoY from $305.7 million, with GAAP operating income increasing 15% to $57.9 million (19% margin) and adjusted operating income rising 9% to $109.7 million (35% margin). However, cash flow from operations declined 4% YoY to $114.7 million, unlevered free cash flow fell 4% to $119.7 million, net revenue retention stood at 90%, and customers with $100k+ ACV decreased by 21 QoQ despite a 32 YoY increase to 1,900. The company repurchased 13.1 million shares for $90.5 million and lowered FY2026 revenue guidance to $1.185-1.205 billion from prior $1.247-1.267 billion.

  • · Named Leader in The Forrester Wave™: Marketing and Sales Data Providers for B2B, Q1 2026, with highest current offering score and top scores in 20/27 criteria.
  • · Ranked No. 1 in 142 G2 Spring 2026 Reports across sales intelligence, buyer intent data, and lead capture.
  • · Q2 2026 GAAP Revenue guidance: $300-303 million.
  • · Upcoming investor conferences: Needham (May 14), J.P. Morgan (May 18), Jefferies (May 27), Stifel (Jun 2), DA Davidson (Jun 11), all 2026.
MARTEN TRANSPORT LTD 8-K mixed materiality 6/10

11-05-2026

Marten Transport, Ltd. increased base salaries for its five named executive officers effective April 5, 2026, with raises ranging from approximately 3% to 10%, and adopted the Third Amended and Restated Executive Officer Performance Incentive Plan while keeping non-employee director fees unchanged at prior levels. At the 2026 Annual Meeting on May 5, all seven director nominees were elected and proposals to approve executive compensation (advisory) and ratify Grant Thornton LLP as auditors were passed. However, several directors faced notable opposition, with Larry B. Hagness receiving 12,244,867 against votes compared to 60,357,706 for.

  • · Non-employee directors receive $1,500 per Board meeting, $750 per committee meeting, plus expense reimbursement.
  • · Annual Meeting director election broker non-votes: 2,598,203 for all nominees.
  • · Advisory vote on executive compensation: 71,852,429 For, 722,632 Against, 51,948 Abstain.
  • · Auditor ratification: 75,043,366 For, 171,204 Against, 10,643 Abstain, 0 Broker Non-Votes.
Viridian Therapeutics, Inc.\DE 8-K positive materiality 9/10

11-05-2026

Viridian Therapeutics, Inc. completed a $250,000,000 aggregate principal amount public offering of 1.75% Convertible Senior Notes due 2032, including the full exercise of the $25,000,000 underwriters' option, generating net proceeds of approximately $242,000,000. Concurrently, the company closed an equity offering of 7,352,942 shares of common stock at $17.00 per share, yielding net proceeds of approximately $117,000,000. These offerings, which closed on May 11, 2026, provide total net proceeds of about $359,000,000 with no reported declines or flat performance.

  • · Notes accrue interest semiannually on May 15 and November 15, beginning November 15, 2026.
  • · Initial conversion price approximately $24.65 per share.
  • · Notes mature on May 15, 2032.
  • · Convertible Notes Offering and Equity Offering agreements dated May 6, 2026; both closed May 11, 2026.
  • · Equity Underwriters granted 30-day option to purchase up to 1,102,941 additional shares (exercise status not specified).
CREDIT ACCEPTANCE CORP 8-K positive materiality 9/10

11-05-2026

Credit Acceptance Corporation (CACC) announced the completion of a $450.0 million asset-backed non-recourse secured financing on May 5, 2026, involving the conveyance of loans valued at approximately $562.6 million to a wholly owned special purpose entity. The financing issues three classes of notes totaling $450.0 million with interest rates of 4.65% (Class A), 4.96% (Class B), and 5.28% (Class C), and an expected average annualized cost of approximately 5.2% including upfront fees. Proceeds will repay higher cost outstanding indebtedness and support general corporate purposes, with the structure revolving for 24 months before amortizing based on loan cash flows.

  • · Note Class A: average life 2.50 years, price 99.99851%
  • · Note Class B: average life 3.20 years, price 99.97864%
  • · Note Class C: average life 3.62 years, price 99.98232%
  • · Financing revolves for 24 months then amortizes based on conveyed loan cash flows
  • · Structure preserves dealers’ rights to future payments of dealer holdback
ENTEGRIS INC 8-K neutral materiality 7/10

11-05-2026

Entegris, Inc. entered into a Transition Agreement with Daniel Woodland, Senior Vice President and President, Materials Solutions, who will retire effective June 1, 2026. Olivier Blachier, current Senior Vice President, Chief Strategy and Innovation Officer, will succeed Mr. Woodland as President, Materials Solutions, while retaining his innovation officer role. Mr. Woodland will receive continued base salary until retirement, prorated 2026 short-term incentives if earned, and continued vesting on equity awards from 2022-2025, with 2026 awards forfeited.

  • · Agreement dated May 9, 2026; filing dated May 11, 2026
  • · Exhibit 10.1: Transition Agreement and Release
CAMDEN NATIONAL CORP 8-K neutral materiality 6/10

11-05-2026

Camden National Corporation announced that William H. Martel, its Executive Vice President and Chief Technology Officer, provided notice on May 6, 2026, of his intention to retire effective July 31, 2026. The Form 8-K was filed on May 11, 2026, under Items 5.02 and 9.01, with no additional financial or compensatory details disclosed.

  • · Securities registered: Common Stock, without par value (CAC) on The NASDAQ Stock Market LLC
Hall Chadwick Acquisition Corp 8-K neutral materiality 4/10

11-05-2026

On May 6, 2026, Chris Dirckze resigned from the board of directors, compensation committee, and audit committee of Hall Chadwick Acquisition Corp., effective immediately. The resignation was explicitly stated to not be related to any disagreement with the Company regarding its operations, policies, or practices. The Form 8-K was filed on May 11, 2026.

  • · Company incorporated in Cayman Islands, listed on Nasdaq Stock Market LLC
  • · Emerging growth company status confirmed
  • · Principal executive offices: 1 North Bridge Road #18-06 High Street Centre, Singapore 179094
ARES CAPITAL CORP 8-K positive materiality 8/10

11-05-2026

Ares Capital Corporation entered into a Purchase Agreement dated May 4, 2026, with BofA Securities, Inc., J.P. Morgan Securities LLC, and other underwriters for the issuance and sale of 5.550% Notes due 2030. Concurrently, the Company entered into an interest rate swap with JPMorgan Chase Bank, N.A., with a notional amount of $800,000,000, under which it receives fixed interest at 5.550% and pays floating interest based on one-month SOFR + 1.69950%, maturing on January 15, 2030. A Sixth Supplemental Indenture was executed on May 11, 2026, relating to these notes.

  • · Sixth Supplemental Indenture dated May 11, 2026, between the Company and U.S. Bank Trust Company, National Association
  • · Original Indenture dated May 13, 2024 (incorporated by reference from Form 10-Q filed July 30, 2024)
ANAPTYSBIO, INC 8-K positive materiality 7/10

11-05-2026

AnaptysBio, Inc. appointed Christopher M. Murphy as Chief Financial Officer effective May 11, 2026, under a consulting agreement providing monthly fees of $42,916.66, an annual target cash bonus of up to 40% of total annual fees, and an equity grant worth $1,750,000 in restricted stock units vesting over four years. The Board also appointed Owen Hughes as a Class I director effective May 11, 2026, granting him 11,250 restricted stock units vesting over three years. No departures or negative aspects were reported in the filing.

  • · CFO consulting agreement includes 9 months of continued payments upon termination without cause (excluding corporate transaction), or 12 months plus prorated bonus upon qualifying corporate transaction termination.
  • · Mr. Murphy previously served as CFO at Third Harmonic Bio from January 2024 to December 2025 and held senior roles at Horizon Therapeutics from 2014-2020.
Blue Owl Credit Income Corp. 8-K neutral materiality 6/10

11-05-2026

Blue Owl Credit Income Corp. disclosed Amendment No. 5 to the Credit Agreement for its borrower entity Core Income Funding VI LLC, dated May 5, 2026, amending the original agreement from August 29, 2023. The amendment updates lender commitments as per Schedule G, confirms satisfaction of all coverage tests, collateral quality tests, concentration limitations, and no defaults or events of default before or after the changes. All parties, including The Bank of Nova Scotia as Administrative Agent and multiple lenders, executed the agreement with standard conditions precedent met, including fees paid and rating condition satisfied.

  • · Original Credit Agreement dated August 29, 2023; prior amendments on March 1, 2024; November 12, 2024; April 22, 2025; October 10, 2025.
  • · Conditions precedent include execution by all parties, payment of fees, officer's certificates confirming no defaults and test compliance, satisfaction of Rating Condition, legal opinions, and account setups.
Byrn, Inc. 8-K neutral materiality 10/10

11-05-2026

On April 24, 2026, MEDO Healthcare LLC purchased 10 million shares of Bryn Inc.'s Series A-1 Preferred Stock from Custodian Ventures LLC for $175,000 cash, acquiring 84.7% of the company's voting power as each preferred share equates to 250 common shares' voting rights amid 450 million common shares outstanding. David Lazar resigned as sole director and officer, appointing John Leo as new CEO and sole director, and Arthur Magee as CFO and Secretary. The transaction marks a change in control with no reported operational or financial impacts.

  • · Each Series A-1 Preferred share has voting power and convertibility equal to 250 common shares.
  • · John Leo owns 27.4% membership interest in MEDO Healthcare LLC; Arthur Magee is his affiliate.
  • · Company is an emerging growth company; no other classes of stock outstanding.
Hemab Therapeutics Holdings, Inc. 8-K neutral materiality 4/10

11-05-2026

On May 8, 2026, Laura Tadvalkar, Ph.D. resigned as a member of the board of directors of Hemab Therapeutics Holdings, Inc., effective immediately. The resignation was not related to any disagreement with the company's operations, policies, or practices. The company is an emerging growth company with common stock (COAG) listed on Nasdaq Global Select Market.

  • · Company address: 101 Main Street, Suite 1220, Cambridge, Massachusetts 02142
  • · Common stock: $0.0001 par value per share, trading symbol COAG on Nasdaq Global Select Market
  • · Registrant is an emerging growth company
MCGRATH RENTCORP 8-K positive materiality 8/10

11-05-2026

McGrath RentCorp (Nasdaq: MGRC) completed a $725 million five-year credit facility maturing May 8, 2031, replacing its existing $650 million line of credit, arranged by Bank of America N.A. as lead with U.S. Bank N.A. and Wells Fargo Bank N.A. as co-arrangers. Proceeds will fund working capital, capital expenditures, and general corporate purposes. No declines or flat metrics reported in this financing update.

  • · Facility matures on May 8, 2031
  • · Company founded in 1979, headquartered in Livermore, California
  • · 35 consecutive years of annual dividend increases
  • · Over 45 years of experience
CarParts.com, Inc. 8-K mixed materiality 8/10

11-05-2026

CarParts.com, Inc. held its 2026 Annual Meeting of Stockholders on May 21, 2026, where all five proposals were approved, including the election of Nanxi Liu as Class II director (14,185,563 votes for, 11,388,331 withheld), ratification of RSM US LLP as auditors for fiscal 2026, approval of the 2026 Stock Incentive Plan reserving 4,700,000 shares, authorization of a reverse stock split at a ratio between 1-for-5 and 1-for-20, and an advisory vote approving named executive officer compensation. Of 72,778,434 shares entitled to vote as of the March 13, 2026 record date, 46,916,016 shares were present in person or by proxy. While approvals were strong for most items, Nanxi Liu's election saw significant withheld votes indicating some stockholder reservations.

  • · Proxy statement filed March 31, 2026
  • · Reverse stock split ratio to be determined by Board: not less than 1-for-5 and not greater than 1-for-20
  • · Proposal 2 (auditors): 45,401,427 For, 580,087 Against, 934,502 Abstaining
  • · Proposal 3 (Stock Incentive Plan): 23,414,264 For, 1,569,470 Against, 590,160 Abstaining, 21,342,122 Broker Non-Votes
  • · Proposal 4 (reverse split amendment): 43,695,298 For, 3,154,533 Against, 66,185 Abstaining
  • · Proposal 5 (exec comp): 23,808,892 For, 1,169,225 Against, 595,777 Abstaining, 21,342,122 Broker Non-Votes
BEASLEY BROADCAST GROUP INC 8-K neutral materiality 6/10

11-05-2026

On May 11, 2026, Beasley Broadcast Group, Inc. increased its Board of Directors from six to seven members and appointed Jeffrey D. Goldberg to the new vacancy, effective immediately. Mr. Goldberg, an experienced executive in health care services and technology with prior roles at IncuMed, Advanced Bionics, and Occidental Petroleum Corporation, was also appointed to the Strategic Alternatives Committee and will receive $85,000 in annual cash compensation ($65,000 retainer, $7,500 committee fee, $12,500 other). The appointment was made pursuant to the Amended and Restated Transaction Support Agreement dated April 27, 2026.

  • · Mr. Goldberg has served on more than a dozen boards since 2011.
  • · No related party transactions between the Company and Mr. Goldberg reportable under Item 404(a) of Regulation S-K.
  • · Details on A&R TSA available in Company's Form 8-K filed May 1, 2026.
TD SYNNEX CORP 8-K neutral materiality 6/10

11-05-2026

TD SYNNEX Corporation entered into an updated offer letter with Dennis Polk on May 5, 2026, effective December 1, 2025, confirming his continued role as Chair of Hyve Solutions Holdings, reporting to the CEO, and as a Board member. Compensation includes an annual base salary of $840,000, target annual incentive bonus of 100% of base salary, and equity awards with fair market value of approximately $1,500,000 (60% time-based restricted stock, 40% performance-based RSUs). The agreement also outlines severance payments for termination without cause or for good reason, including in connection with a change of control.

  • · Equity awards granted at the same time as annual grants to other executive officers
  • · Base salary subject to annual review
  • · Bonus amount based on performance metrics set by Compensation Committee
  • · Offer Letter filed as Exhibit 10.1
Odyssey Therapeutics, Inc. 8-K neutral materiality 6/10

11-05-2026

Odyssey Therapeutics, Inc. adopted its Ninth Amended and Restated Certificate of Incorporation, effective upon filing on May 11, 2026, following approval by the Board of Directors and stockholder written consent. The certificate authorizes 550,000,000 shares of capital stock with a par value of $0.0001 per share, consisting of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock. It establishes a classified three-class board of directors, limits stockholder actions to meetings (no written consents), and includes standard governance provisions such as for-cause director removal requiring 66 2/3% stockholder vote.

  • · Originally incorporated on April 13, 2021; prior amendments filed on August 30, 2021; November 12, 2021; November 22, 2021; May 5, 2022; May 13, 2022; October 24, 2023; November 21, 2024; and June 16, 2025.
  • · Registered office: 1209 Orange Street, Wilmington, New Castle County, DE 19801.
  • · Special meetings of stockholders callable only by Chair, CEO, or Board; no stockholder-called meetings.
  • · No cumulative voting for directors; plurality vote election.
EQUINIX INC 8-K neutral materiality 6/10

11-05-2026

On May 5, 2026, Simon Miller notified Equinix, Inc. of his planned retirement as Chief Accounting Officer and Principal Accounting Officer, effective July 31, 2026; he will continue in his roles until that date. The retirement is not due to any disagreement with the company regarding financial statements, internal controls, operations, policies, or practices. The 8-K was filed on May 11, 2026, and signed by CFO Olivier Leonetti.

Midland States Bancorp, Inc. 8-K positive materiality 8/10

11-05-2026

Midland States Bancorp, Inc. (Nasdaq: MSBI) appointed Claire A. Stack as Executive Vice President and Chief Financial Officer of the Company and its subsidiary Midland States Bank, effective May 8, 2026, following her interim role since March 2026. President and CEO Jeff Ludwig highlighted her leadership, financial expertise, and contributions to the finance team. As of March 31, 2026, the Company reported total assets of approximately $6.55 billion and Wealth Management Group assets under administration of approximately $4.47 billion.

  • · Claire A. Stack joined the Company in November 2025 as Corporate Controller.
  • · Ms. Stack has more than fifteen years of accounting and finance leadership experience in financial services.
  • · Ms. Stack is a Certified Public Accountant (CPA) and holds a Bachelor of Science in Accounting and Technology Management from Indiana University’s Kelley School of Business.
UNITED PARCEL SERVICE INC 8-K positive materiality 7/10

11-05-2026

At the 2026 Annual Meeting of Shareowners on May 7, 2026, UPS shareholders elected all 12 director nominees with strong support (FOR votes ranging from 772,320,239 to 922,893,354), approved the 2026 Omnibus Incentive Compensation Plan (907,050,699 FOR), advisory approval of named executive officer compensation (870,170,397 FOR), and ratified Deloitte & Touche LLP as independent auditors (1,106,770,802 FOR). All three shareholder proposals failed decisively, with FOR votes below 418 million against overwhelming opposition. No declines or flat metrics reported in voting outcomes.

  • · Shareowner proposal to reduce voting power of UPS class A stock: 418,305,353 FOR, 614,820,130 AGAINST (did not pass)
  • · Shareowner proposal for third-party audit on impacts to black, indigenous, people of color, and low-income communities: 105,294,873 FOR, 919,377,221 AGAINST (did not pass)
  • · Shareowner proposal for report on alignment with carbon neutrality goals: 126,172,442 FOR, 899,920,207 AGAINST (did not pass)
N-able, Inc. 8-K neutral materiality 4/10

11-05-2026

On May 7, 2026, Ann Johnson resigned from the Board of Directors of N-able, Inc. and any committees she served on, effective immediately. Her resignation was not due to any disagreement with the Company's operations, policies, or practices. The Form 8-K was filed on May 11, 2026, and signed by Tim O'Brien, Chief Financial Officer.

  • · N-able, Inc. is incorporated in Delaware with IRS Employer Identification No. 85-4069861.
  • · Principal executive offices: 30 Corporate Drive Suite 400, Burlington, Massachusetts 01803.
  • · Common Stock trades on New York Stock Exchange under symbol NABL.
Alcoa Corp 8-K positive materiality 6/10

11-05-2026

Alcoa Corporation held its 2026 Annual Meeting of Stockholders on May 6, 2026, where all 11 director nominees were elected with strong support (For votes ranging from 182.9M to 197.9M), PricewaterhouseCoopers LLP was ratified as independent auditor for 2026 (215.9M For), 2025 named executive officer compensation was approved on an advisory basis (187.2M For), and the Amended Stock and Incentive Compensation Plan was approved (195.8M For). The Amended Plan increases authorized shares from 30,000,000 to 38,000,000, adds cash incentives, imposes one-year minimum vesting, and extends to May 6, 2036, with a $750,000 annual limit on non-employee director awards. While all proposals passed overwhelmingly, James A. Hughes faced the highest opposition with 15,318,551 Against votes.

  • · Broker non-votes totaled 18,461,577 across most proposals.
  • · Auditor ratification had zero broker non-votes.
  • · Amended Plan includes 1.69 shares counted for every one share issued for certain awards post-Amendment.
Vulcan Materials CO 8-K positive materiality 6/10

11-05-2026

Vulcan Materials Company announced that President Thompson S. Baker II will retire effective July 15, 2026. At the annual shareholder meeting on May 8, 2026, with 119,028,883 shares represented out of 130,462,251 eligible, shareholders elected directors Melissa H. Anderson, O. B. Grayson Hall, Jr., James T. Prokopanko, Ronnie A. Pruitt, and George A. Willis to three-year terms; approved the advisory vote on named executive officer compensation; and ratified Deloitte & Touche LLP as the independent auditor for 2026. All proposals passed with strong majorities, though director James T. Prokopanko received the lowest support at approximately 93% of votes cast.

  • · Proposal 1 Election - Melissa H. Anderson: 111,842,430 For, 949,255 Against, 44,283 Abstentions
  • · Proposal 1 Election - O. B. Grayson Hall, Jr.: 108,908,845 For, 3,882,105 Against, 45,018 Abstentions
  • · Proposal 1 Election - James T. Prokopanko: 104,648,897 For, 8,142,333 Against, 44,738 Abstentions
  • · Proposal 1 Election - Ronnie A. Pruitt: 112,188,291 For, 603,165 Against, 44,512 Abstentions
  • · Proposal 1 Election - George A. Willis: 111,112,885 For, 1,677,693 Against, 45,390 Abstentions
  • · Proposal 2 Say on Pay: 108,975,317 For, 3,698,724 Against, 161,927 Abstentions
  • · Proposal 3 Auditor Ratification: 113,884,236 For, 5,106,545 Against, 38,102 Abstentions
Vernal Capital Acquisition Corp. 8-K positive materiality 9/10

11-05-2026

Vernal Capital Acquisition Corp., a blank check company, announced the pricing of its $100 million initial public offering of 10,000,000 units at $10.00 per unit, expected to begin trading on the NYSE under 'VECAU' on May 6, 2026, and close on May 7, 2026. D. Boral Capital LLC serves as the sole book-running manager, with underwriters holding a 45-day option to purchase up to 1,500,000 additional units for over-allotments. The registration statement was declared effective by the SEC on May 5, 2026.

  • · Each unit consists of one ordinary share and one right to receive one-fourth of one ordinary share upon consummation of an initial business combination.
  • · SEC registration statement declared effective on May 5, 2026.
  • · Press release dated May 5, 2026; 8-K filing date May 11, 2026.
VERDE RESOURCES, INC. 8-K neutral materiality 4/10

11-05-2026

On May 4, 2026, Verde Resources, Inc. amended the employment offer letter of CEO Jack Wong (originally dated September 30, 2022) and the employment agreement of COO Eric J. Bava (originally dated October 1, 2024), each extending the terms by five additional years until September 30, 2032. No other changes to compensation or roles were disclosed. The amendments were filed as Exhibits 10.1 and 10.2.

  • · Filing dated May 11, 2026, reporting earliest event of May 4, 2026
  • · Company address: 8112 Maryland Ave, Suite 400, St. Louis, Missouri 63105
  • · No securities registered pursuant to Section 12(b) of the Act
ECOLAB INC. 8-K neutral materiality 5/10

11-05-2026

Ecolab Inc. elected Bryce L. Mewhorter as Senior Vice President and Corporate Controller (principal accounting officer) effective after filing its Q2 2026 10-Q, with Jennifer J. Bradway transitioning to a different role. At the Annual Meeting on May 7, 2026, all 13 director nominees were elected despite notable opposition to John J. Zillmer (50,009,354 against votes), executive compensation was approved on an advisory basis, and PricewaterhouseCoopers LLP was ratified as auditor; however, the stockholder proposal for an independent board chair policy was rejected with 176,312,123 against votes.

  • · Annual Meeting record date: March 10, 2026
  • · Broker non-votes consistent at 15,359,484 across most proposals
  • · No discloseable transactions under Item 404(a) of Regulation S-K for Mr. Mewhorter
Hyperscale Data, Inc. 8-K mixed materiality 8/10

11-05-2026

Hyperscale Data's subsidiary Omnipresent Robotics entered into an Appendix agreement with AGIBOT PTE. LTD. to acquire up to 143 intelligent robots for deployment at the Michigan Data Center, utilizing approximately 100,000 square feet of the 617,000 square foot facility for teleoperation, VLA data processing, embodied AI training, and workforce expansion. The initiative aims to generate real-world robotics datasets and support future commercial opportunities like robotics-as-a-service. However, the company cautions there can be no assurance regarding deployment timing, commercialization, customer adoption, future revenues, or ultimate success.

  • · Partner Agreement originally executed on April 15, 2026
  • · ACG Divestiture expected in Q2 2027 via exchange of Series F Preferred Stock for ACG shares
  • · Series F shares issued to common stockholders and Series C holders on as-converted basis on December 23, 2024
Picard Medical, Inc. 8-K mixed materiality 8/10

11-05-2026

Picard Medical, Inc. closed a registered public offering on May 6, 2026, selling 16,666,667 shares (or pre-funded warrants) along with Series A and Series B warrants at a combined price of $0.30 per share and accompanying warrants, generating approximately $5.0 million in gross proceeds for working capital and debt repayment. However, on May 8, 2026, the company received a NYSE American notice of non-compliance with continued listing standards under Section 1003(a)(ii) due to stockholders’ equity of approximately $3.8 million as of December 31, 2025, below the required $4.0 million, stemming from losses in three of its four most recent fiscal years. The company must submit a compliance plan by June 7, 2026, with a deadline to regain compliance by November 8, 2027.

  • · Common Warrants immediately exercisable at $0.35 per share; Series A expire in 5 years, Series B in 24 months.
  • · Pre-Funded Warrants exercisable at $0.0001 per share until fully exercised.
  • · Placement Agency Agreement dated May 5, 2026; Purchase Agreement dated May 5, 2026.
  • · Lock-up: Company no new Common Stock issuance for 60 days, no variable rate transactions for 90 days; directors/officers/10%+ stockholders for 30 days.
  • · Registration Statement on Form S-1 (No. 333-295333) effective May 4, 2026.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. 8-K positive materiality 6/10

11-05-2026

Charles River Laboratories International, Inc. held its 2026 Annual Meeting of Shareholders on May 5, 2026, where all twelve nominated directors were elected with majority support, ranging from 35,798,426 votes 'For' Abraham Ceesay (with 8,288,770 'Against') to 44,023,112 'For' Birgit Girshick. Shareholders approved the 2026 Long-Term Incentive Plan (41,523,179 For, 2,561,994 Against), advisory compensation for named executives (41,356,139 For, 2,716,251 Against), and ratification of PricewaterhouseCoopers LLP as auditors for fiscal 2026 (43,646,371 For, 2,186,700 Against). All proposals passed with strong majorities, though Abraham Ceesay faced the highest opposition among directors.

  • · Annual Meeting date: May 5, 2026; Filing date: May 11, 2026
  • · 2026 Incentive Plan Board approval: March 11, 2026; Proxy Statement filed: March 31, 2026
  • · Broker non-votes consistent at 1,745,648 shares for director elections and proposals (a)-(c)
authID Inc. 8-K neutral materiality 4/10

11-05-2026

On May 5, 2026, Shrikrishna Venkataraman resigned as a member of authID Inc.'s Board of Directors and all Board committees, effective immediately, citing personal reasons to focus on new professional commitments, with no disagreements with management or the Board. On May 11, 2026, the Board appointed existing independent director Kunal Mehta to the Audit Committee to fill the vacancy, effective immediately.

Travere Therapeutics, Inc. 8-K neutral materiality 9/10

11-05-2026

Travere Therapeutics announced a proposed offering of $400 million aggregate principal amount of convertible senior notes due 2032, with a 30-day underwriter option for up to an additional $60 million to cover over-allotments, primarily to repurchase a portion of its outstanding 2.25% convertible senior notes due 2029. Proceeds will also fund general corporate purposes including commercialization, R&D, and working capital. The offering is subject to market conditions, with no assurance on the amount or pricing of 2029 Notes repurchases, and potential volatility from hedged holders unwinding positions.

  • · Notes are senior unsecured obligations accruing semiannual interest; convertible into cash, common stock, or combination at Travere's election.
  • · 2029 Notes are 2.25% senior convertible notes; repurchases negotiated with certain holders, terms TBD.
  • · Hedged holders of 2029 Notes may unwind hedges by buying common stock or derivatives, potentially impacting stock price and Notes conversion price.
  • · Offering registered under Securities Act via Form S-3 filed August 1, 2024; preliminary prospectus supplement filed with SEC.

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